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                                                                   EXHIBIT 10.4


                                  DEED OF LEASE

     THIS DEED OF LEASE is dated September 26, 2000 and is by and between NG
Land LLC, a California limited liability company ("Lessor") and eToys
Distribution, L.L.C., a Delaware limited liability company ("Lessee").

                                    RECITALS:

Lessor is the owner of the land described as follows (the "Land"):

     ALL that certain parcel of land situate in Blairs Magisterial District,
     Pittsylvania County, Virginia, containing 163.018 acres and located on
     Toy Lane (State Road No. 1123), all as more particularly shown on Plat
     of Survey For: eToys Distribution, L.L.C., dated June 14, 2000, last
     revised September 18, 2000, made by Dewberry & Davis, Inc. (File No. V
     2224 B) to be recorded in the Clerk's Office of the Circuit Court of
     Pittsylvania County, Virginia (the "Clerk's Office"); and being, in
     fact, a part of the same property conveyed to East Bowles, L.L.C., a
     Virginia limited liability company, from William H. Rogers, Jr., and
     Judith R. Rogers, husband and wife, by deed dated October 16, 1996,
     recorded in the Clerk's Office in Deed Book 1057, at page 548;

     together with a non-exclusive joint use sewer easement over the
     single-shaded area shown and being known and designated as Exhibit C
     Detail containing 0.063 acres, plus or minus, on that certain Plat of
     Survey for eToys Distribution, L.L.C., dated June 14, 2000 and last
     revised September 18, 2000 prepared by Dewberry and Davis, Inc.,
     Registered Land Surveyor, attached hereto as Exhibit "A," said Plat to
     be recorded in the Clerk's Office of the Circuit Court of Pittsylvania
     County, Virginia; and

     together with a non-exclusive easement over the area described on
     Exhibit "B" for the benefit of the Premises for ingress to and egress
     from the Premises.

On the Land is located certain improvements, including without limitation, a
building containing a total of approximately 718,000 square feet of floor area
(the "Building") (the Land, Building and all fixtures, equipment, improvements
and easements, rights and appurtenances thereto, together shall hereinafter be
referred to as the "Premises"); and

Lessee desires to lease the Premises from Lessor and Lessor desires to lease the
Premises to Lessee on the terms and conditions set forth hereinafter; and

Lessor and Lessee desire to set forth the terms and conditions of such lease
herein;

In consideration of the mutual covenants, promises and agreements herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                      -1-

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                         ARTICLE 1 RULES OF CONSTRUCTION

     The following rules shall apply to the construction of this Lease unless
the context otherwise requires:

     A) Singular words shall connote the plural number as well as the
singular and vice versa.

     B) All references herein to particular articles or sections are
references to articles or sections of this Lease.

     C) The headings herein are solely for convenience of reference and shall
not constitute a part of this Lease nor shall they affect its meaning,
construction or effect.

                            ARTICLE 2 REPRESENTATIONS

     2.1 REPRESENTATIONS OF LESSEE. Lessee makes the following
representations and warranties to Lessor: Lessee is duly organized as a
Delaware limited liability company under the laws of the State of Delaware
and has the power and authority to enter into the transactions contemplated
by this Lease, including without limitation, to carry out its obligations
hereunder and by proper action has duly authorized the execution and delivery
of, and the performance under, this Lease. Lessee further represents,
warrants and covenants to Lessor that (a) to Lessee's actual knowledge, the
Land is presently properly subdivided in conformity with all applicable laws,
covenants or restrictions of record, building codes, regulations and
ordinances applicable to the Premises ("Laws") and zoned so as to permit
access to the occupancy and operation of the Premises for Lessee's intended
use as a warehouse/office/distribution facility; (b) to Lessee's actual
knowledge, there are no title matters and no rights of any third parties
which will or may prevent, hinder or restrict Lessee's intended uses or
occupancy of the demised Premises; (c) to Lessee's actual knowledge, there
are no judicial, quasi-judicial, administrative or other orders, injunctions,
moratoria, or pending or threatened proceedings against Lessee or the Land
which preclude or interfere with or would preclude or interfere with, the
occupancy and use of the demised Premises for Lessee's intended uses; (d)
Lessee has received no written notice of violation of any federal, state,
county or municipal or other governmental agency, law, ordinance, regulation,
or a rule or requirement relating to the Premises and that the Premises
comply with all applicable Laws; (e) water, electrical and telephone
utilities have been stubbed to the Building; and (f) to Lessee's actual
knowledge, there are no events or circumstances existing, threatened or
planned which would prohibit or materially interfere with Lessee's intended
use, occupancy and development of the Premises as a warehouse/office
distribution center; and (g) except as disclosed in the Environmental
Screening Inspection (ESI) Report dated March 27, 1996 prepared by Dewberry &
Davis, Inc. and the Phase I Environmental Site Assessment and Preliminary
Wetlands Determination dated April 15, 1999 prepared by ECS, Ltd. Project
1286, to Lessee's actual knowledge, no Hazardous Materials (as hereinafter
defined) have been used, discharged, dumped, spilled or stored on or about
the Land and Lessee has received no notice and has no knowledge of any

                                      -2-

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such condition on the Land or in the Building; Lessee hereby agrees that if
any claim is ever made against Lessor relating to Hazardous Materials at or
around the Premises, whether or not such Hazardous Materials are present as
of the date hereof or are hereafter discovered on the Premises (unless
introduced by Lessor or Lessor's employees, servants, agents, contractors,
assignees, licensees, invitees or successors), all costs of removal, disposal
and remediation incurred by, all liability imposed upon and all damages
suffered by Lessor directly or indirectly arising out of the same shall be
borne by Lessee, and Lessee agrees to indemnify, defend, protect and hold
Lessor harmless from and against all such costs, losses, liabilities and
damages, including, without limitation, all third-party claims (including
sums paid in settlement thereof, with or without legal proceedings) for
personal injury or property damage and other claims, actions, administrative
proceedings, judgments, penalties, fines, costs, liabilities, losses,
attorneys' fees and expenses (through all levels of proceedings), consultants
and experts fees and all costs incurred in enforcing this indemnity. The
foregoing indemnification of Lessor by Lessee includes, without limitation,
costs incurred in connection with any necessary investigation of site
conditions or any cleanup, remedial, removal or restoration work required by
any federal, state or local governmental agency or political subdivision
because of Hazardous Material present in the soil or ground water or, under
or about the Premises, except to the extent caused by actions of Lessor or
its employees, servants, agents, contractors, assignees, licensees, invitees
or successors. Without limiting the foregoing, if the presence of any
Hazardous Material on or about the Premises not caused by Lessor or its
employees, servants, agents, contractors, assignees, licensees, invitees or
successors results in the contamination of the Premises or any part thereof
or causes the Premises to be in violation of any Laws, Lessee shall promptly
take all actions at its sole expense as are necessary to return the Premises
to the condition they were in before the introduction of any such Hazardous
Material. The representations, warranties and indemnities contained in this
Section 2.1 shall survive the termination or expiration of this Lease and any
purchase of the Premises by Lessee or any person or entity who takes an
assignment of such rights pursuant to Article 20, below. Lessor acknowledges
and agrees that East Bowles, L.L.C. ("Bowles") made similar representations,
warranties and indemnities to Lessee in that certain Deed of Lease dated May 10,
1999 by and between Bowles and eToys Inc., Lessee's predecessor-in-interest,
and to Lessor and Lessee in that certain Contract of Purchase dated of
approximately even date herewith and Lessor agrees to take all actions
reasonably necessary, including without limitation, allowing Lessee, at its
sole option, to pursue claims against Bowles, in the name of Lessor, if
necessary, at Lessee's sole cost and expense, to enforce such
representations, warranties and indemnities against Bowles and Lessor agrees
to cooperate with Lessee in furtherance thereof.

     2.2 REPRESENTATIONS OF LESSOR. Lessor makes the following
representations and warranties to Lessee: (a) Lessor is a limited liability
company duly organized and existing under the laws of the State of California
and has full power and authority to enter into this Lease and the
transactions contemplated hereby and to perform its obligations hereunder and
by proper action has duly authorized the execution and delivery of and
performance under this Lease; (b) Lessor shall not encumber or convey the
Premises nor take any future actions or omissions with respect to the
Premises, including without limitation, any actions which affect title and/or
zoning of the Premises or which will

                                      -3-

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interfere with, prohibit, restrict or adversely affect Lessee's permitted use
of or access to the Premises and/or the Purchase Obligation during the term
of this Lease; (c) to Lessor's actual knowledge, there are no judicial,
quasi-judicial, administrative or other orders, injunctions, moratoria, or
pending or threatened proceedings against Lessor which preclude or interfere
with or would preclude or interfere with, the acquisition and ownership of
the Premises for Lessor's intended uses; and (d) Lessee's use of the Premises
and Lessee's other rights under this Lease, shall not by any act or omission
of Lessor at any time during the term of this Lease be prohibited or
otherwise restricted by any covenant, condition o restriction, easement or
any other document or matter affecting title or use of the Premises or any
part thereof. The representations and warranties contained in this Section
2.2 and Lessor's covenants contained in the last sentence of Section 2.1
above, shall survive the termination or earlier expiration of this Lease and
any purchase of the Premises by Lessee or any person or entity who takes an
assignment of such rights.

                               ARTICLE 3 PREMISES

     Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to hire
from Lessor the Premises, all of which have been inspected and accepted in
their present condition upon the terms and conditions set forth herein.
Lessor makes no warranties concerning the condition of title to the Premises
and/or the physical condition of the Premises. Lessee shall accept the
Premises "as-is" with all defects, both title and physical. Lessee
acknowledges that Lessor has made no representations concerning the Premises.
Lessee shall arrange its own review of title and physical condition of the
Premises. Lessee acknowledges that no warranties, express or implied, have
been given by Lessor. Lessee agrees not to hold Lessor liable for any defects
in the title to and/or the physical condition of the Premises unless created
by or through Lessor. Lessor and Lessee agree that the measurement of the
square footage of the Building is an approximation which the parties agree is
reasonable and any payments based thereon are not subject to revision whether
or not the actual size is more or less.

                         ARTICLE 4 COMMENCEMENT OF TERM

     To have and hold the same unto Lessee for the term of five (5) years,
commencing on the date that Lessor acquires title to the Premises
(hereinafter the "Commencement Date") and ending on the date which is one (1)
day prior to the fifth (5th) anniversary of the date Lessor funds
$13,000,00.00 into the escrow created to handle Lessor's acquisition of the
Premises (hereinafter the "Expiration Date").

                                      -4-

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                                 ARTICLE 5 RENT

     5.1 RENT PAYMENTS DURING TERM. During the term of this Lease beginning
on the first (1st) day of the first full calendar month after the
Commencement Date, Lessee covenants and agrees to pay to the Lessor monthly
installments of rent in an amount equal to One Hundred Forty-Five Thousand
Dollars (U.S. $145,000.00). All rent under this Lease shall be payable in
arrears on the first (1st) day of each calendar month during the term of this
Lease at the offices of Lessor or such other place as Lessor may designate by
notice to Lessee. Lessee agrees to pay such rent in lawful money of the
United States of America which is legal tender for the payment of public and
private debts. Inasmuch as Lessor may fund its acquisition of the Premises on
a date other than the first (1st) day of a calendar month, Lessee shall pay
to Lessor on the first (1st) day of the first (1st) full calendar month after
the Commencement Date an amount equal to such proportion of an equal monthly
installment as the number of days from the date Lessor funded $13,000,000.00
into the escrow created to handle Lessor's acquisition of the Premises to the
end of the calendar month in which the Commencement Date occurs bears to the
total number of days in such calendar month and such payment shall represent
the pro rata rent from the Commencement Date to the end of such calendar
month. Likewise, any other payments for partial months shall be prorated
based on actual days in such calendar month.

     5.2 LATE CHARGES. In addition to the rent specified hereinabove, a late
charge equal to five percent (5%) of the then-current amount of the monthly
rent installments shall be immediately due and payable by Lessee as
additional rent if the full amount of any such monthly rental payment is not
received by Lessor on or before the fifth (5th) day following written notice
that such amount was past due, time being of the essence; provided, however,
if such payment is not received by Lessor on or before the thirtieth (30th)
day following written notice that such amount was past due, time being of the
essence, then the late charge shall be increased to an amount equal to ten
percent (10%) of the outstanding amount.

     5.3 HOLDOVER RENT AND CONTINUED OCCUPANCY. In the event that the Lessee
shall continue to occupy the Premises after the expiration of the term, the
monthly rent required to be paid during any such holdover tenancy shall
increase to one hundred fifty percent (150%) of the amount of monthly rent to
be paid during the previous term. Any such holdover tenancy may be terminated
by either party on thirty (30) days written notice.

                                  ARTICLE 6 USE

     Lessee shall use and occupy the Premises for the operation of a
warehouse/distribution facility and general offices related thereto and for
any other lawful purpose. Subject to the other terms and conditions of this
Lease, including without limitation, Articles 2 and 7, Lessee shall not
suffer or permit the Premises or any part thereof to be used in any manner,
or anything to be done therein, or suffer or permit anything to be brought
into or kept in the Premises which would in any way (i) violate any Laws;
(ii) cause structural injury to the Building or other improvements or any
part

                                      -5-

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thereof; (iii) damage the heating, air-conditioning, ventilating, plumbing or
other mechanical or electrical systems of the Building or other improvements;
(iv) constitute a public or private nuisance; (v) alter the appearance of the
exterior of the Building or other improvements or conduct any structural
alterations on the interior of the Building without the prior written consent
of Lessor in accordance with Article 18; or (vi) do anything or permit
anything to be done on the Premises that would violate any of those certain
Federal, state and local laws, regulations and guidelines now in effect, and
any additional laws, regulations and guidelines which may hereafter be
enacted, relating to or affecting Hazardous Materials (as hereinafter
defined) or the handling, storage or disposal thereof. Any violation of any
of the foregoing covenants which shall not be cured within thirty (30) days
after receipt by Lessee of written notification thereof (or such longer
period as may be necessary if such default cannot reasonably be cured within
thirty (30) days, so long as Lessee shall have commenced to cure the same
within said thirty (30)-day period and thereafter shall diligently pursue
such cure) shall be an event of default under this Lease.

                   ARTICLE 7 REPAIRS/IMPROVEMENTS/MAINTENANCE

     7.1 LESSOR MAINTENANCE. Lessee has inspected the Premises and accepts
same in their current condition and state of repair. Lessor shall not be
responsible for any repairs, maintenance or improvements to the Premises.

     7.2 LESSEE MAINTENANCE. Lessee shall, at its own expense, repair,
replace and maintain the entire Premises in the condition it is in on the
Commencement Date and suffer no damage or injury to it save ordinary wear and
tear, damage by fire or other casualty or by the condemnation of the Building
or any part thereof or Alterations approved or permitted under this Lease.

     7.3 ABATEMENT EVENT. In the event that Lessee is prevented from using,
and does not use, the Premises or any portion thereof, as a result of any
occurrence outside the reasonable control of Lessee (an "Abatement Event"),
then rent shall be abated or reduced, as the case may be, for such time that
Lessee continues to be so prevented from using, and does not use, the
Premises or a portion thereof, in the proportion that the rentable area of
the portion of the Premises that Lessee is prevented from using, and does not
use, bears to the total rentable area of the Premises; provided, however, in
the event that Lessee is prevented from using, and does not use, a portion of
the Premises and the remaining portion of the Premises is not sufficient to
allow Lessee to effectively conduct its business therein, and if Lessee does
not conduct its business from such remaining portion, then rent shall be
abated for such time as Lessee continues to be so prevented from using, and
does not use, the entire Premises; provided, however, notwithstanding
anything to the contrary set forth in this Section 7.3, Lessee's rent shall
only be abated to the extent of recovery from rent loss insurance carried in
connection with this Lease and Lessor agrees to cooperate with Lessee, at
Lessee's sole cost and expense, in obtaining any recovery to which Lessee
believes it is entitled.

                                      -6-

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                                 ARTICLE 8 TAXES

     8.1 PAYMENT OF REAL ESTATE TAXES. During the term of this Lease, Lessor
shall deliver all tax bills to Lessee immediately upon receipt thereof.
Following receipt of any such bills, Lessee shall pay such general real
estate taxes and assessments and other ad valorem taxes, rates and levies
assessed against the Land and/or the Building by any governmental agency or
authority and all charges specifically imposed in lieu thereof (collectively,
"real property taxes") at least ten (10) days prior to the delinquency date
of the applicable installment. Upon written request from Lessor, Lessee shall
promptly furnish Lessor with satisfactory evidence that such taxes have been
paid. If any such real property taxes cover any period of time after the
expiration or earlier termination of the term of this Lease, Lessee's share
of real property taxes shall be equitably prorated to cover only the period
of time during the term of the Lease and Lessor shall reimburse Lessee for
any overpayment after such proration within thirty (30) days from making
request therefor. Lessee may, at its sole option, pursue claims for
reductions in real property taxes, in the name of Lessor, if necessary, and
Lessor agrees to reasonably cooperate with Lessee in furtherance thereof. Any
tax refunds and/or savings achieved by Lessor or Lessee due to such tax
challenge or otherwise shall be the sole property of Lessee. There shall be
included within the definition of "real property taxes" with respect to any
calendar year only the amount currently payable on bonds and assessments
(which shall be paid in the maximum number of installments), including
interest for such tax calendar year or the current annual installment for
such calendar year. Notwithstanding anything to the contrary contained in
this Lease, real property taxes shall not include (i) any excess profits
taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession taxes, estate taxes, federal and state income taxes, and other
taxes to the extent applicable to Lessor's general or net income (as opposed
to rents or receipts), (ii) late charges, penalties or interest incurred as a
result of Lessor's negligence, inability or unwillingness to timely deliver
tax bills to Lessee or to timely file any tax returns or reports in respect
to any real property taxes as may be prepared by Lessee and timely delivered
to Lessor, or (iii) any other taxes or assessments charged or levied against
Lessor which are not directly incurred as a result of the operation of the
Premises.

     8.2 PAYMENT OF OTHER TAXES. Lessee shall be responsible to pay and shall
pay when they are due all taxes or assessments on all personal property at
any time located in or on the Premises, including, but limited to, all
machinery and tool taxes, and all other taxes assessed against Lessee.

                               ARTICLE 9 UTILITIES

     Lessee shall bear the cost of any and all utilities used by Lessee on
the Premises and shall pay the same when due.

                              ARTICLE 10 INSURANCE

     10.1 INSURANCE BY LESSEE. Lessee, at Lessee's own cost and expense,
shall carry at all times during the term of this Lease and any renewals and
extensions hereof (a) a special perils insurance policy covering loss and
damage to the Building (specifically excluding flood coverage and earthquake
coverage), naming Lessor and Lessor's mortgagee(s) as additional insureds, as
their interests may appear, and in the amount of at

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least the full replacement cost of the Building, with a deductible not to
exceed $15,000.00, and (b) a policy of commercial general liability insurance
in reference to the Premises naming Lessor and Lessor's mortgagee(s) as
additional insureds and protecting and indemnifying Lessee, Lessor, Lessor's
mortgagee(s) and their assigns against any and all claims for injury and/or
damage to persons or property or for the loss of life or of property in an
amount of not less than $5,000,000 in respect to bodily injury or death to
any one person and not less than $5,000,000 in respect to any one occurrence
or accident and not less than $1,000,000 for property damage, and (c) rent
loss insurance naming Lessor and Lessor's mortgagee(s) as additional
insureds, as their interests may appear, in an amount sufficient to cover one
year's rent, including all additional rent, due under this Lease. Prior to
the earlier of (i) Lessee's entry onto the Premises or (ii) the Commencement
Date, Lessee shall furnish Lessor with a certificate issued by the insurer
evidencing the aforesaid coverages.

     10.2 FORMS OF INSURANCE. All policies of insurance described in this
Article 10 shall be provided by good and solvent insurance carriers licensed
to do business in the Commonwealth of Virginia, may not expire or be
cancelled or reduced below the coverage required hereunder without at least
thirty (30) days' prior written notice to Lessor and Lessee and shall contain
a waiver of subrogation pursuant to Section 10.3. Any insurance coverage
described in this Article 10 may be effected by a blanket or umbrella policy
or policies of insurance or under so-called "all risk" or "multi-peril"
insurance policies, provided that the Premises and Lessee's liability under
this Lease shall be at least the equivalent of separate policies in the
amounts herein required. No less than annually, Lessee shall cause to be
issued to Lessor a certificate of insurance reasonably acceptable to Lessor
and evidencing compliance with the requirements of this Article 10.

     10.3 WAIVER OF SUBROGATION. Lessor and Lessee agree that, in the event
the demised Premises, or any part thereof, are damaged or destroyed by fire
or other casualty that is covered by insurance of the Lessee, or the
sublessees, assignees or transferees of Lessee, the rights of recovery of any
party against the other or against the employees, agents or licensees of any
part, with respect to such damage or destruction and with respect to any loss
resulting therefrom, including the interruption of the business of any of the
parties, are hereby waived to the extent of the coverage of said insurance or
any other insurance carried by either party. Lessor and Lessee further agree
that all policies of fire, extended coverage, business interruption and other
insurance covering the demised Premises or the contents therein shall provide
that the insurance shall not be impaired if the insureds have waived their
right of recovery from any person or persons prior to the date and time of
loss or damage. Any additional premiums for such clause or endorsement shall
be paid by the Lessee.

                                      -8-

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                   ARTICLE 11 DAMAGE BY FIRE OR OTHER CASUALTY

     11.1 DEFINITIONS. "Premises Partial Damage" shall mean damage or
destruction to the improvements on the Premises which can reasonably be
repaired in six (6) months or less from the date of the damage or
destruction. "Premises Total Destruction" shall mean damage or destruction to
the Premises which cannot reasonably be repaired in six (6) months or less
from the date of the damage or destruction. Lessor and Lessee shall have a
mutually acceptable contractor notify Lessor and Lessee in writing within
thirty (30) days from the date of the damage or destruction as to whether or
not the damage is Partial or Total. "Insured Loss" shall mean damage or
destruction to improvements on the Premises which was caused by an event
required to be covered by the insurance described in Article 10 of this
Lease, irrespective of any deductible amounts or coverage limits involved.
"Replacement Cost" shall mean the cost to repair or rebuild the Building at
the time of the occurrence to its condition existing immediately prior
thereto, including demolition, debris removal and upgrading required by the
operation of applicable Laws, and without deduction for depreciation.

     11.2 PARTIAL DAMAGE - INSURED LOSS. If a Premises Partial Damage that is
an Insured Loss occurs, then Lessee shall, at Lessee's expense, repair such
damage as soon as reasonably possible and this Lease shall continue in full
force and effect. Partial damage due to flood or earthquake shall be subject
to Section 11.3, notwithstanding that there may be some insurance coverage,
but the net proceeds of any such insurance maintained by Lessor and/or Lessee
shall be made available for the repairs if made by either party pursuant to
Section 11.6 below.

     11.3 PARTIAL DAMAGE - UNINSURED LOSS. If a Premises Partial Damage that
is not an Insured Loss occurs, and the Replacement Cost exceeds $250,000.00,
Lessee may either: (i) repair such damage as soon as reasonably possible at
Lessee's expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessor
within thirty (30) after receipt by Lessee of knowledge of the occurrence of
such damage. Such termination shall be effective one hundred twenty (120)
days following the date of such notice.

     11.4 TOTAL DESTRUCTION. If a Premises Total Destruction occurs, Lessee
may either: (i) repair such damage as soon as reasonably possible at Lessee's
expense, in which event this Lease shall continue in full force and effect,
or (ii) terminate this Lease by giving written notice to Lessor within thirty
(30) after receipt by Lessee of knowledge of the occurrence of such damage.
Such termination shall be effective one hundred twenty (120) days following
the date of such notice.

     11.5 ABATEMENT OF RENT. In the event of Premises' Partial Damage or
Premises' Total Destruction, in the event this Lease is not terminated by
Lessee as provided above (or if the Lease is terminated by Lessee, for the
period prior to the termination date), the rent payable by Lessee for the
period required for the repair, remediation or restoration of such damage,
plus a reasonable period of time for Lessee to install its systems,
furniture, fixtures and equipment in the Building, shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired,
to the extent

                                      -9-

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that such rent is recovered under the rent loss insurance carried pursuant to
Section 10 and Lessor agrees to cooperate with Lessee, at Lessee's sole cost
and expense, in obtaining any recovery to which Lessee believes it is
entitled. All other obligations of Lessee hereunder shall be performed by
Lessee (to the extent feasible in view of the situation).

     11.6 DISBURSEMENT OF INSURANCE PROCEEDS. In the event Lessee is
obligated or elects to repair the Premises under this Article 11, any and all
insurance proceeds received by Lessor shall be paid to Lessee (or as Lessee
may direct) on a monthly basis within ten (10) days following Lessee's
written request as the Premises is replaced and repaired, in amounts equal to
the cost of such replacement and repair, upon delivery to Lessor of a
certificate of an engineer or architect certifying, in each case, the amount
to be paid (which may represent amounts theretofore paid by Lessee in the
effectuation of such repairs or replacements and not reimbursed hereunder
and/or amounts due and payable by Lessee therefor, or both). Upon the
completion of the repairs and/or replacements, Lessor shall pay to Lessee any
balance of such insurance proceeds. In the event Lessee elects to terminate
this Lease pursuant to Sections 11.3 or 11.4, any and all insurance proceeds
shall be paid to and retained by Lessor.

                        ARTICLE 12 ASSIGNMENT; SUBLETTING

     12.1 ASSIGNMENT AND SUBLETTING. Subject to Section 12.2 below, Lessee
shall not assign or sublease the Premises or any portion thereof without the
prior written consent of Lessor, which consent shall not be unreasonably
withheld or conditioned and shall be granted or denied within ten (10)
business days. Lessee acknowledges that Lessor has obtained or may obtain
financing which may require assignment of this Lease, from time to time, as
additional security, and Lessee hereby expressly consents to such assignments
and shall execute any commercially reasonable document required by Lessor in
connection therewith.

     12.2 AFFILIATES. Notwithstanding anything to the contrary contained in
this Article 12, neither (i) an assignment or subletting of all or a portion
of the Premises (A) to an entity which is controlled by, controls or is under
common control with Lessee (or a valid assignee of this Lease), (B) to an
entity which is funded by Lessee in connection with Lessee's business in the
"e-commerce," or "retailing" industry or (C) to a purchaser of all or
substantially all of the assets of Lessee or of an entity which is controlled
by, controls or is under common control with Lessee (or a valid assignee of
this Lease), (ii) a transfer, by operation of law or otherwise, in connection
with the merger, consolidation or other reorganization of Lessee or of an
entity which is controlled by, controls or is under common control with
Lessee (or a valid assignee of this Lease), nor (iii) the use or occupancy of
portions of the Premises by a party or parties in connection with the
transaction of business with Lessee or with an entity which is controlled by,
controls or is under common control with Lessee (or with a valid assignee of
this Lease), shall be subject to the Lessor's consent (such entities,
purchasers, and parties shall be referred to herein collectively or
individually as an "Affiliate"); provided, however, no sublease or assignment
to an Affiliate shall release the Lessee named herein from any liability
under this Lease. Lessee shall immediately notify Lessor of any such
assignment, purchase,

                                     -10-

<PAGE>

transfer, sublease, action, or use. For purposes of this Lease, "control"
shall mean the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person or entity, or
majority ownership of any sort, whether through the ownership of voting
securities, by contract or otherwise.

     12.3 SUBORDINATION. Lessee's rights under this Lease are subject and
subordinate to the terms and conditions of Lessor's deed of trust as executed
with Lessor's lending institution and is further subject to the security
interest of that lending institution; provided, however, notwithstanding any
provisions of this Lease to the contrary, as a condition precedent to
Lessee's obligation to be bound by the provisions of this Section 12.3,
Lessor shall deliver to Lessee with regard to any and all present and future
mortgages, ground leases, deeds of trust, liens or other encumbrances against
the Premises or any part thereof, non-disturbance agreements in form and
substance satisfactory to Lessee, which, amongst other things, recognized
this Lease, all of the terms and provisions hereof (including, but not
limited to, the Purchase Obligation) and all of Lessee's rights and remedies
under this Lease in the event of foreclosure or deed in lieu thereof if
Lessee is not in default hereunder following receipt of written notice of
such default and the expiration of any applicable cure period. Concurrently
with the execution and delivery of this Lease, Lessor shall deliver to Lessee
a non-disturbance agreement by and among RE Loan.Toys, LLC, Lessor and Lessee
in the form of EXHIBIT "C" attached hereto and incorporated herein by this
reference ("Non-Disturbance Agreement").

     12.4 PROHIBITED TRANSFERS. Lessor shall not sell, assign or transfer,
directly or indirectly, any right, title or interest in or to the Premises to
Toys R Us, Walmart or Amazon.com or any entity which is controlled by,
controls or is under common control with either of them, or any successor to
or assignee of any of the foregoing.

     12.5 NO SECURITY INTEREST. Lessor shall not possess any interest in and
to Lessee's personal property, furniture (whether bolted or otherwise),
furnishings, inventory, business machines and equipment, trade and business
fixtures, including without limitation, any racks or similar trade fixtures
whether or not bolted or affixed to the Premises, signs, communications
equipment, moveable partitions, security equipment, networking equipment and
viewing screens, telecommunications equipment, the uninterrupted power supply
machinery and equipment and other articles of personal property owned by
Lessee or installed or placed by Lessee at its expense in the Premises
(collectively, "Lessee's Property") and Lessor hereby waives any such rights
provided by law or in equity. Notwithstanding any provision contained herein
to the contrary, Lessor hereby waives any right of distraint and any
statutory or other lien which Lessor may have upon Lessee's trade fixtures and
equipment or other personal property in the demised Premises, including, without
limitation, the rights granted to landlords pursuant to Sections 55-227, 55-230
and 55-233 of the Code of Virginia. All Alterations and all improvements,
walls, lighting, sprinklers and electrical wiring which may be installed or
placed in or about the Premises, but excluding Lessee's Property installed
in, on or about the Premises, from time to time, shall be and become the
property of Lessor. Lessee may remove any of Lessee's Property at any time,
provided, in each instance, Lessee repairs any damage to the Premises and
Building caused by such removal. Lessee shall have no

                                      -11-

<PAGE>

obligation to remove any Alteration upon the expiration or early termination
of the Lease term, but Lessee shall broom clean the Premises concurrently
with Lessee's vacation thereof. Lessee shall have the right, but not the
obligation, to finance the purchase of and grant security interests in and
otherwise encumber Lessee's Property, and Lessor shall, promptly upon
request, execute a waiver and consent form required by any lender of Lessee
granting such lender the right, upon reasonable notice, to enter the Premises
to take possession of and remove Lessee's Property notwithstanding any
alleged breach by Lessee of the terms of this Lease.

                    ARTICLE 13 NO LIABILITY ON LESSOR'S PART

     Except as specified in this Lease, Lessor and its agents shall not be
liable for (i) any damage to property of Lessee or of others entrusted to
employees of the Lessee, nor for the loss of or damage to any property of
Lessee by theft or otherwise unless caused by the willful act or negligence
of Lessor, its agents, contractors, servants or employees; (ii) any injury or
damage to persons or property resulting from fire, explosion, system failure,
falling plaster, steam, gas, electricity, water, rain, snow or leaks from any
part of the Building or from the pipes, appliances, or plumbing works or from
the street, or subsurface or from any other place or by dampness or any other
cause of whatsoever nature unless caused by the willful act or negligence of
Lessor, its agents, contractors, servants or employees; (iii) any damage
caused by any other tenants or adjoined property owners or caused by
operations in construction of any public or quasi-public work; or (iv) any
other damage or loss unless caused by the willful act or negligence of
Lessor, its agents, contractors, servants or employees.

                             ARTICLE 14 CONDEMNATION

     14.1 CONDEMNATION OF ALL OR A MATERIAL PART OF THE PREMISES. In the
event that all or a material part of the Building or the Land shall be
condemned or taken in any manner or conveyed in lieu thereof (collectively, a
"taking") for any public or quasi-public use after the Commencement Date,
then the Purchase Obligation shall be accelerated to close on the date of the
taking or the conveyance in lieu thereof and all proceeds from such
condemnation, to the extent not used by Lessee to pay the Purchase Price (as
defined below), shall be paid to and retained by Lessee and Lessor hereby
irrevocably assigns all rights of Lessor to Lessee.

     14.2 CONDEMNATION OF LESS THAN A MATERIAL PART OF THE PREMISES. In the
event of a taking of less than a material part of the Premises after the
Commencement Date, all condemnation proceeds shall be paid to Lessor and the
Purchase Price shall be reduced by the amount paid to Lessor and the rent and
other charges under this Lease shall be reduced proportionately.

     14.3 LESSEE'S RIGHTS UPON CONDEMNATION. For any taking or threatened
taking, whether or not this Lease is terminated, Lessor hereby grants Lessee
the sole right and irrevocably authorizes and empowers Lessee, in the name of
Lessor or otherwise, to file and prosecute what would otherwise be Lessor's
claim for any portion of any award or payment against the condemning
authority, and to collect, receipt for and retain the

                                      -12-

<PAGE>

same and Lessor agrees to reasonably cooperate, at Lessee's sole cost and
expense, with Lessee in furtherance thereof.

                          ARTICLE 15 DEFAULTS; REMEDIES

     15.1 DEFAULT AND REMEDIES.

          A) (i) If Lessee defaults (a) in fulfilling any of the covenants of
     this Lease, requiring the payment of rent, additional rent or other
     payments due under this Lease, or (b) in strictly complying with any of
     the other terms, conditions or provisions of this Lease, or (ii) if
     Lessee makes a general assignment for the benefit of creditors, is
     adjudged a bankrupt or files a petition for reorganization or
     arrangement, or if there has been an attachment or other judicial
     seizure of substantially all of Lessee's assets, then, in the case of
     nonpayment of rent or other charges which continues for five (5)
     business days after Lessee receives from Lessor written notice
     specifying such default, or if Lessee defaults in any one or more of the
     events referred to in (b) or (ii) above, then upon Lessee's receipt from
     Lessor of a written notice specifying the nature of said default and
     upon Lessee's failure to cure such default within thirty (30) days after
     receipt of Lessor's notice thereof, if required (or if said default or
     omission complained of shall be of such a nature that the same cannot be
     completely cured or remedied within said thirty (30) day period, and if
     Lessee shall not have diligently commenced curing such default with such
     thirty (30) day period, and shall not thereafter with reasonable
     diligence and in good faith proceed to remedy or cure such default
     within a commercially reasonable amount of time), then Lessor may serve
     a written five (5) business day notice of cancellation of this Lease
     upon Lessee and upon the expiration of said five (5) business days, this
     Lease and the term hereunder shall end and expire as fully and
     completely as if the date of expiration of such five (5) business day
     period were the day herein definitely fixed for the end and expiration
     of this Lease and the term thereof and Lessee shall then quit and
     surrender the dernised Premises to Lessor but Lessee shall remain liable
     as hereinafter provided.

     B) Upon any default by Lessee which is not cured within any applicable
cure period following receipt of notice thereof, if required, then and upon a
termination of this Lease as provided in Section 15.1(A) above, Lessor may
without further notice re-enter the demised Premises and dispossess Lessee
with process of law by summary proceedings or otherwise, and the legal
representatives of Lessee or other occupant of the demised Premises and
remove their effects and hold the Premises as if this Lease had not been
made, but Lessee shall remain liable hereunder as hereinafter provided and
Lessee hereby waives the service of notice of intention to re-enter or
institute legal proceedings to that end.

     15.2 RENT DEFICIENCY. In case of any termination of this Lease, (a) the
rent and additional rent shall become due thereupon and be paid up to the
time of such termination; and (b) all damages, liabilities, costs and
expenses (including, but not limited to, reasonable attorneys' fees and
costs), together with interest thereon at the

                                     -13-

<PAGE>

prime rate charged by the largest state chartered bank in Virginia plus two
percent (2%) per annum but not to exceed the maximum rate allowed by law
("Interest Rate") until paid, directly incurred by Lessor as a result of such
default less that which Lessee proves could reasonably be avoided. In no
event under this Lease, however, shall Lessee be liable for any indirect or
consequential damages to Lessor, such as loss of profits, customers,
goodwill, etc. Lessor shall be under a duty to exercise diligence in an
effort to mitigate its damages. In the event of a breach by Lessee of any of
the covenants or provisions hereof and Lessee's failure to remedy the same
within any applicable cure period following receipt of written notice, upon
ten (10) days prior written notice to Lessee (except in the case of
emergency) Lessor shall have the right of injunction and the right to invoke
any remedy allowed at law or in equity as if re-entry, summary proceedings
and other remedies were not herein provided for, including without
limitation, the right to pay any costs and expenses in order to preserve the
Premises which Lessee was obligated to pay hereunder. Mention in this Lease
of any particular remedy shall not preclude Lessor from any other remedy, in
law or in equity, the foregoing remedies and rights of Lessor being
cumulative. Lessee hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the event of Lessee being
evicted or dispossessed for any cause, or in the event of Lessor obtaining
possession of the demised Premises, by reason of the violation by Lessee of
any of the covenants and conditions of this Lease or otherwise.

     15.3 TERMINATION OF THE PURCHASE OBLIGATION. In the case of any
termination of this Lease pursuant to this Article 15, the Purchase
Obligation shall automatically terminate and be of no further force or
effect. In the event that any installment of rent is not paid to Lessor
within ninety (90) days following written notice that such amount is past
due, Lessor, at its option, with or without concurrently terminating this
Lease, may elect to terminate the Purchase Option by providing a three (3)
business day notice to pay the past due rental installment or forfeit the
Purchase Obligation.

                     ARTICLE 16 COVENANT OF QUIET ENJOYMENT

     16.1 QUIET ENJOYMENT. Lessor warrants and represents that it has full
authority to execute this Lease for the term aforesaid and covenants that
upon Lessee's paying the rent and performing the covenants to be observed and
performed on Lessee's part prior to the expiration of any applicable cure
period, Lessee may peaceably and quietly have, hold and enjoy the demised
premises, subject, nevertheless, to the other terms and conditions of this
Lease.

                               ARTICLE 17 NOTICES

     17.1 NOTICE TO LESSOR. Any notice required or permitted to be given to
Lessor shall be in writing and be deemed to have been properly given upon
mailing the same by certified or registered mail, return receipt requested,
or Federal Express or other reputable overnight courier, with postage prepaid
or by facsimile transmission to Lessor:

                                      -14-

<PAGE>

                           NG Land LLC
                           432 Estudillo Avenue
                           San Leandro, CA 94577
                           Facsimile No.:  (510) 357-5196
                           (Prior to October 15, 2000)

                           NG Land LLC
                           201 Lafayette Circle
                           Lafayette, California  94549
                           Facsimile No.:  [To Be Provided Following Relocation]
                           (On or after October 15, 2000)

Lessor reserves the right to designate another representative for the purpose of
receiving notices required or permitted to be made hereunder provided the
designation is made in writing and delivered to Lessee.

     17.2 NOTICE TO LESSEE. Any notice required or permitted to be given to
Lessee shall be in writing and be deemed to have been properly given upon
mailing the same by certified or registered return receipt requested, or
Federal Express or other reputable overnight courier, with postage prepaid or
by facsimile transmission to Lessee:

                           eToys Distribution L.L.C.,
                           9141 U.S. Highway 29
                           Blairs, Virginia 24527
                           Facsimile No.:  (804) 835-1101
                           Attn:  Facilities Manager

                           And

                           3100 Ocean Park Boulevard, Suite 300
                           Santa Monica, California 90405
                           Facsimile No.(310) 664-8101
                           Attn:  General Counsel

Lessee reserves the right to designate another representative for the purpose of
receiving notices required or permitted to be made hereunder provided the
designation is made in writing and delivered to Lessor.

     17.3 DATE OF NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown
on the receipt card. Notices delivered by Federal Express or overnight
courier that guarantee next day delivery shall be deemed given twenty-four
(24) hours after delivery of the same to Federal Express or courier. Notices
transmitted by facsimile transmission or similar means shall be deemed
delivered upon telephone confirmation of receipt, provided a copy is also
delivered via delivery or mail. If notice is received on a Saturday, Sunday
or legal holiday, it shall be deemed received on the next business day.

                                       -15-
<PAGE>

                             ARTICLE 18 ALTERATIONS

     18.1 ALTERATIONS: IMPROVEMENTS. Lessee may make any improvements,
alterations, additions or changes to the Premises (collectively, the
"Alterations") without first procuring the prior written consent of Lessor in
the event such Alterations do not alter the Building's exterior appearance, or
materially affect the Building systems and equipment or the Building structure
or add or modify any new systems or equipment to the Building (collectively, the
"Adverse Effects"), provided Lessee shall provide Lessor prior notice thereof.
Lessee shall obtain the prior written consent of Lessor to any Alterations
having Adverse Effects, which consent shall not be unreasonably withheld or
conditioned and shall be approved or denied within ten (10) days of receipt of
Lessee's request for approval. Any request shall be deemed approved if such
notice of consent or denial is not received by Lessee within such ten (10) day
period. Lessee's request for Lessor's approval shall be in writing describing
the proposed alterations in reasonable detail and Lessor's response to Lessee
shall be in writing. All such alterations and improvements to the Premises made
by Lessee shall become the property of Lessor upon termination of occupancy.
Lessor hereby approves all of the Alterations and improvements currently being
made to the Premises by Lessee pursuant to the following plans and
specifications and any Alterations reasonably contemplated thereby or under this
Lease or any of the documents executed in connection with Lessor's acquisition
of the Premises.

     18.2 LIENS. Subject to Section 18.3 relating to contests, Lessee will not
directly or indirectly create or allow to remain and will promptly discharge or
bond over at its expense any lien, encumbrance, attachment, title retention
agreement or claim upon the Premises or any attachment, levy, claim or
encumbrance in respect of the rent provided under this Lease arising out of
Lessee's (or its agents' or employees') occupancy of or activities with respect
to the Premises, not including, however, (a) this Lease, (b) any mortgage or
deed of trust or other lien created by Lessor, (c) restrictions, liens and other
encumbrances which are consented to in writing by Lessor, which consent shall
not be unreasonably withheld or delayed upon request therefor from Lessee, or
any easements consented to in writing by Lessor, if any, which consent shall not
be unreasonably withheld or delayed upon request therefor from Lessee which do
not materially and adversely affect (1) the marketability of title to the
Premises, or (2) the use of the Premises for all purposes of this Lease, (d)
liens for those taxes of Lessor which Lessee is not required to pay hereunder,
(e) subleases permitted by Article 12, (f) liens for real property taxes or for
sums resulting from noncompliance with Laws so long as (1) the same are not yet
payable or are payable without the addition of any fine or penalty or (2) such
liens are in the process of being contested as permitted by Section 18.3, and
(g) liens of mechanics, laborers, materialmen, suppliers or vendors for sums
either disputed or not yet due, provided that (1) the payment of such sums shall
not be postponed under any related contract for more than sixty (60) days after
the completion of the action giving rise to such lien and such reserve or other
appropriate provisions as shall be required by law or sound accounting
principles shall have been made therefor or (2) any such liens are in the
process of being contested as permitted by Section 18.3. In addition, Lessor
agrees to take all actions reasonably necessary to allow Lessee to fulfill its
obligations and covenants contained in that certain First Amendment to Deed of
Lease


                                      -16-
<PAGE>

dated on or about September 26, 2000 by and between Lessee and East Bowles,
L.L.C. ("First Amendment"), including without limitation, the abandonment of a
portion of Toy Lane, the additional of the abandoned portion of Toy Lane to the
property adjacent to the Premises (as referenced in the First Amendment, the
"Adjacent Property"), the addition of a 0.066 acre parcel of land to the
Adjacent Property as referenced in the First Amendment and the restoration,
removal and rededication obligations of eToys as more particularly set forth in
the First amendment and Lessor agrees not to oppose the same and that Bowles
shall be a third-party beneficiary of this covenant.

     18.3 PERMITTED CONTESTS. Lessee, on Lessor's behalf, but at Lessee's
expense, may contest, by appropriate legal proceedings conducted in good faith
and with due diligence, the amount or validity or application, in whole or in
part, of any real property taxes or any Laws or insurance requirements or any
lien, encumbrance, charge or claim not permitted by Section 18.2, provided that
(a) in the case of an unpaid real property taxes, lien, encumbrance, charge or
claim, the commencement and continuation of such proceedings shall suspend the
collection thereof from Lessor and/or from the Premises, (b) neither the
Premises nor any rent therefrom nor any part thereof or interest therein would
be in any immediate danger of being sold, forfeited, terminated, cancelled or
lost, (c) in the case of a Laws, Lessor would not be in any danger of civil or
criminal liability for failure to comply therewith pending the outcome of such
proceedings, and (d) if such contest be finally resolved against Lessor or
Lessee, Lessee shall, as additional rent due hereunder, promptly pay the amount
required to be paid, together with all interest and penalties accrued thereon,
or comply with the applicable Laws or insurance requirements. Lessee shall
indemnify and save Lessor harmless against any liability, cost or expense of any
kind that may be imposed upon Lessor in connection with any such contest and any
loss resulting therefrom.

                        ARTICLE 19 ENVIRONMENTAL MATTERS

     Lessee shall not cause or permit any Hazardous Material to be brought on or
kept or used in or about the Premises by Lessee, its agents, employees,
contractors or invitees at any time unless (a) Lessee shall have first obtained
Lessor's consent thereto, which consent Lessor shall not unreasonably withhold,
condition or delay, and (b) the Hazardous Material will be used, kept, stored
and disposed of in a manner that complies with all Laws regulating any such
Hazardous Materials so brought on or used or kept in or about the Premises.
Notwithstanding the foregoing, Lessee may use any ordinary and customary
materials reasonably required to be used in the normal course of Lessee's
permitted use hereunder, including without limitation, such Hazardous Materials
used or stored in connection with toys, hobby materials and other inventory to
be stored at the Premises, so long as such use is in compliance with Laws and
does not expose the Premises to any meaningful risk of contamination or damage.

     If Lessee breaches the obligation stated above in this Section 19.1 and the
presence of Hazardous Materials brought by Lessee or its agents or invitees on
or about the Premises results in contamination of the Premises or surrounding
areas, Lessee shall indemnify, defend, protect and hold Lessor completely
harmless from any and all claims, judgments, damages, penalties, fines, costs,
liabilities or losses (including, without


                                      -17-
<PAGE>


limitation, diminution in value of the Premises or the Building thereon, damages
for the loss or restriction on the use of rentable or usable space or of any
immunity of the Premises, damages arising from any adverse impact on marketing
of space in the Premises, and reasonable sums paid in settlement of claims,
attorneys' fees, consultant fees, and expert fees) that arise during or after
the term of this Lease as a result of that contamination. This indemnification
of Lessor by Lessee includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup, remedial, removal or
restoration work required by any federal, state or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on, under or about the Premises caused by Lessee's action. Without
limiting the foregoing, if the presence of any Hazardous Material on or about
the Premises caused by Lessee results in the contamination of the Premises or
surrounding area or causes the Premises or surrounding area to be in violation
of any Laws, Lessee shall promptly take all actions at its sole expense as are
reasonably necessary to return the Premises and surrounding area to
substantially the condition existing before the introduction of any such
Hazardous Material, provided, that Lessor's approval of those actions shall
first be obtained, which approval shall not be unreasonably withheld,
conditioned or delayed so long as those actions would not potentially have any
material adverse long-term or short-term effect on the Premises or surrounding
area.

     As used herein, the term "Hazardous Materials" shall mean and include any
hazardous or toxic materials, substances, or wastes, including (i) any material,
substances or wastes that are toxic, ignitable, corrosive or reactive and that
are regulated by any local governmental authority, any agency of the
Commonwealth of Virginia, or any agency of the United States government; (ii)
asbestos; (iii) petroleum and petroleum-based products; (iv) urea formaldehyde
foam insulation; (v) polychlorinated biphenyls CTCBs"); (vi) freon and other
chlorofluorocarbons; (vii) those designated as hazardous substances pursuant to
Section 1004 of the Federal Resource Conservation and Recovery Act, 42 USCS
Sections 6901, et seq., and (viii) those designated as hazardous substances
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation and Recovery Act, 42 USCS Sections 9601, et seq.

     Lessor and Lessee shall promptly notify the other of and shall promptly
provide the other with true, correct, complete and legible copies of all of the
following environmental items relating to the leased Premises that may be filed
or prepared by or on behalf of, or delivered to or served on, Lessee or Lessee
or their respective agents: reports filed pursuant to any self-reporting
requirements, reports filed pursuant to any applicable Laws or this Lease, all
permit applications, permits, monitoring reports, workplace exposure, and
community exposure warnings or notices, and all other reports, disclosures,
plans, manifests or documents (even those that may be characterized as
confidential) relating to water discharges, air pollution, waste generation or
disposal, underground storage tanks or Hazardous Materials.

     The provisions of this Section, including, without limitation, the
indemnification provisions set forth herein, shall survive and not be merged
into any termination of this Lease.


                                      -18-
<PAGE>


                        ARTICLE 20 OBLIGATION TO PURCHASE

     20.1 OBLIGATION TO PURCHASE LAND AND IMPROVEMENTS. Lessor hereby grants to
Lessee the exclusive and irrevocable right and obligation to purchase all of
Lessor's right, title and interest in and to the Premises from Lessor on the
Expiration Date ("Purchase Obligation") for the fixed price ("Purchase Price")
as follows:

          (i)   $14,500,000.00 (Fourteen Million Five Hundred Thousand Dollars);

          (ii)  Plus, an amount equal to $4,833.33 multiplied by the number of
                days in the month in which Lessee closes on its purchase of the
                Premises commencing with the first (1st) day of such month and
                continuing through and including the closing date;

          (iii) Plus, any unpaid but accrued monthly installments of rent (but
                not including the amount described in item (ii) above); and

          (iv)  Plus, any unpaid costs, expenses, late fees or other charges
                owed to Lessor under this Lease, if any, which remain unpaid.

If Lessee desires to purchase the Premises prior to the Expiration Date, Lessee
shall notify Lessor in writing not less than two (2) months prior to Lessee's
intended date of purchase stating that Lessee is accelerating the Purchase
Obligation without condition or qualification. In the event the Lessee exercises
the option to accelerate the Purchase Obligation prior to the Expiration Date,
then Lessee shall tender the entire Purchase Price in cash or other immediately
available funds to Lessor within sixty (60) days thereafter, subject to the
terms of this Article 20. Lessee shall have the right to assign the foregoing
Purchase Obligation to any person or entity, in Lessee's sole discretion,
provided that notice of such assignment shall be promptly given to Lessor. The
Purchase Obligation shall terminate upon the date of termination of this Lease
pursuant to Article 15 above.

     20.2 CLOSING. On the earlier of the (i) Expiration Date or (ii) within
sixty (60) calendar days after Lessee's exercise of its option to accelerate the
Purchase Obligation, closing shall occur at the offices of Lessee's attorney in
Pittsylvania County, Virginia, or at such other place to which the parties may
agree (the "Closing Date"). Lessee shall pay for all title insurance, closing
costs, fees and taxes in connection with Lessee's purchase of the Premises.

     The transaction shall be consummated in the following manner:

     (i)  Lessor shall deposit with the closing attorney a duly executed and
          acknowledged General Warranty Deed conveying the Premises to Lessee in
          the form attached hereto as EXHIBIT "E." Lessee shall be responsible
          for obtaining and paying for such additional surveys or examination of
          title as Lessee may deem necessary.


                                      -19-

<PAGE>

     (ii)  Lessee shall deposit with the closing attorney the Purchase Price
           which Purchase Price shall be paid to Lessor pursuant to Section
           20.1, above, in cash, upon the closing.

     (iii) At Closing, the executed deed shall be delivered to Lessee and the
           Purchase Price shall be delivered to Lessor. Closing shall be deemed
           to have occurred when the General Warranty Deed is recorded. The
           closing shall not occur unless and until the title company is in a
           position to issue the title insurance policy described in Section
           20.4 below, showing title to the Premises, vested of record in Lessee
           (or its assignee or nominee), subject only to Permitted Exceptions
           (as defined below).

     20.4 TITLE. In the event Lessee, or its assignee, exercises the right to
purchase the Premises, fee simple marketable title thereto shall be conveyed to
Lessee or its assignee or nominee subject to all liens and encumbrances of
record, but specifically excluding any monetary liens or encumbrances or other
liens created by Lessor, including without limitation any deed of trust or
mortgage entered into by Lessor ("Permitted Exceptions"). Lessee's leasehold
title policy issued in connection with this Lease shall insure that the Purchase
Obligation contained herein is a valid obligation vested in Lessee and that as
of the closing, fee simple marketable title to the Premises shall be vested of
record in Lessee or its assignee or nominee, subject only to Permitted
Exceptions. Except as provided herein, Lessor makes no warranties concerning the
condition of title to the Premises and/or the physical condition of the Premises
and Lessee shall accept the Premises in its "as-is" condition with all defects,
both title and physical.

     20.5 CONDITION OF PREMISES AND ADDITIONAL LAND. Lessor shall take no
actions which affect the Premises or title thereto, without the prior written
approval of Lessee, which shall not be unreasonably withheld, including without
limitation, Lessor shall not enter into any lease or occupancy agreement,
construct any improvements, grant any easements or similar rights, apply for any
entitlements, transfer or agree to transfer any right, title or interest in or
to the Premises to any party (except that Lessor may transfer or agree to
transfer the Premises subject to this Lease and the options granted herein) or
take any other action which could affect Lessee's purchase, use or development
of the Premises.

     20.6 POSSESSION. Possession of the Premises shall be delivered to Lessee
upon the Closing Date.

     20.7 BROKERS. Lessor and Lessee hereby warrant to each other that they have
had no dealings with any real estate broker or agent in connection with the
negotiation of this Lease (the "Brokers"), and that they know of no other real
estate broker or agent who is entitled to a commission in connection with this
Lease. Lessor and Lessee agree to indemnify and defend the other party against
and hold the other party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses (including without
limitation reasonable attorneys' fees) with respect to any leasing commission or
equivalent compensation alleged to be owing on account of the


                                      -20-
<PAGE>


indemnifying party's dealings with any real estate broker or agent. The terms of
this Section 20.7 shall survive the expiration or earlier termination of this
Lease.

                            ARTICLE 21 MISCELLANEOUS

     21.1 ENTIRE AGREEMENT. This Lease constitutes the entire understanding
between the parties and shall be conclusively deemed to supersede all prior
written or verbal communications between the parties. This Lease may not be
modified or terminated unless in writing, signed by the parties to this Lease.

     21.2 GOVERNING LAW. This Lease is to be governed, construed and enforced in
accordance with the laws of the Commonwealth of Virginia, United States of
America, which shall be deemed to have personal jurisdiction over the parties.

     21.3 AUTHORITY. The individuals signing this Lease on behalf of the Lessor
and the Lessee, respectively, expressly warrant and represent personally that he
has full power and authority so to act on behalf of his principal.

     21.4 ATTORNEYS' FEES. In the event either party shall be required to
commence or defend any action or proceeding against the other party by reason of
any breach or claimed breach of any provision of this Lease, to commence or
defend any action or proceeding in any way connected with this Lease or to seek
a judicial declaration of rights under this Lease, the party prevailing in such
action or proceeding shall be entitled to recover from or to be reimbursed by
the other party for the prevailing party's reasonable and actual attorneys' fees
and costs through all levels of proceedings.

     21.5 BINDING EFFECT. This Lease shall be binding upon and inure to the
benefit of the parties and their respective heirs, personal representatives,
successors and permitted assigns, except as expressly set forth hereinabove.

     21.6 PARTIAL INVALIDITY. If any provisions of this Lease or the application
thereof to any person or circumstance shall be deemed invalid or unenforceable,
the remainder of this Lease and its application to other persons or
circumstances shall not be affected by such partial invalidity but shall be
enforced to the fullest extent permitted by law as though such invalid or
unenforceable provisions was never a part hereof.

     21.7 COUNTERPARTS. This Lease may be executed in one or more identical
counterparts, and as so executed by all parties hereto shall constitute a single
instrument for purposes o the effectiveness of this Lease.

     21.8 ESTOPPEL CERTIFICATES. At any time and from time to time and without
charge, within fifteen (15) days after request therefor, Lessor and Lessee shall
certify to the other and its designees, in writing, certain commercially
reasonable matters relating to the status of this Lease. Any such certificate
may be relied upon by Lessor or Lessee, as the case may be, and any person or
entity to whom the same may be exhibited or delivered, and the contents of such
certificate shall be binding on the party making the certifications contained
therein.


                                      -21-
<PAGE>

     21.9 TIME OF ESSENCE. Time is of the essence with respect to the
performance of all obligations to be performed or observed by the parties under
this Lease.

     21.10 MEMORANDUM OF DEED OF LEASE. Concurrently with the execution of this
Lease, Lessor shall execute and notarize a short form Memorandum of Deed of
Lease and Option to Purchase Real Estate in the form attached hereto as EXHIBIT
"D," which shall be recorded by Lessee, at its sole cost.

     21.11 SIGNS. Lessee may place any sign upon the Premises so long as such
signs comply with all applicable Laws.

     21.12 PARKING. Lessee shall have the right to use all parking areas within
the Premises during the term of the Lease at no cost to Lessee, except as herein
provided.

     21.13 CONFIDENTIALITY. Except as may be required by subpoena or other legal
requirement or for the purposes of or except as may be reasonably required in
connection with the sale, re-leasing, financing or refinancing of the Premises,
all information learned by or disclosed to Lessor with respect to Lessee's
business (including without limitation, a copy of this Lease and the terms
hereof and payments due hereunder) or information disclosed or discovered during
an entry by Lessor into the Premises, shall be kept strictly confidential by
Lessor, Lessor's legal representatives, successors, assigns, employees, servants
and agents and shall not be used (except for Lessor's confidential internal
purposes) or disclosed to others by Lessor, or Lessor's servants, agents,
employees, legal representatives, successors or assigns, without the express
prior written consent of Lessee, which Lessee may withhold in its sole and
absolute discretion. Any and all information conveyed to the media and/or the
business community, whether in the form of informal or formal discussion, press
releases, direct mail or other broadly distributed announcements regarding
discussions, negotiations, lease signing, occupancy by Lessee or such subsequent
agreements between Lessee and Lessor concerning this Lease shall be conveyed
exclusively by Lessee (this includes any and all contact with print or broadcast
reports, as well as paid advertising).

     21.14 SECURITY. Lessee shall have the right to install its own
security/alarm system and/or have its own security personnel in the Premises, at
Lessee's sole cost and expense, without obtaining the Lessor's prior written
consent.

     21.15 STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the
contrary contained in the Lease, regardless of any reference to the words "sole"
or "absolute", any time the consent of Lessor or Lessee is required, such
consent shall not be unreasonably withheld, conditioned or delayed. Whenever the
Lease grants Lessor or Lessee the right to take action, exercise discretion, or
make allocations or other determinations, Lessor and Lessee shall act reasonably
and in good faith. Whenever the Lease grants Lessor or Lessee the right to take
action, exercise discretion, or make allocations or other determinations, Lessor
and Lessee shall act reasonably and in good faith. When Lessee is required to
pay to Lessor any "costs" or "expenses" under the Lease, such amount shall be
the actual cost or expense paid or incurred by Lessor without


                                      -22-
<PAGE>

mark-up by or profit to Lessor. In the event that either party disagrees with
any determination made by the other hereunder and reasonably requests the
reasons for such determination, the determining party shall furnish its reasons
in writing and in reasonable detail within ten (10) business days following such
request.

     21.16 PERFORMANCE UNDER PROTEST. If at any time a dispute shall arise as to
any amount or sum of money to be paid by one party to the other under the
provisions hereof, the party against whom the obligation to pay the money is
asserted shall have the right to make payment "under protest" and such payment
shall not be regarded as a voluntary payment and there shall survive the right
on the part of said party to institute suit for recovery of such sum. If it
shall be adjudged that there was no legal obligation on the part of said party
to pay such sum or any part thereof, said party shall be entitled to recover
such sum or so much thereof as it was not legally required to pay plus interest
at the Interest Rate. Neither party which fails to pay "under protest" waives
its right to later object to such payment.

     21.17 TELECOMMUNICATIONS EQUIPMENT. At any time during the term of the
Lease, Lessee may install, with the prior written consent of Lessor, which
consent shall not be unreasonably withheld, conditioned or delayed, at Lessee's
sole cost and expense, any telecommunication equipment upon the roof of the
Building or on the Premises in compliance with all applicable Laws, without the
payment of any additional rent.

     21.18 ENTRY BY LESSOR. Lessor reserves the right for itself and its agents,
employees, servants, architects, engineers and contractors at all reasonable
times and upon one (1) business days' notice (except in the case of emergencies)
to the Lessee to enter the Premises to inspect the Premises to determine
compliance with the Lease. All of Lessor's entries shall be scheduled with
Lessee and performed, as applicable, so as to minimize interference with
Lessee's use of the Premises, and, at Lessee's option, in each case, only upon
being accompanied by an employee of Lessee and/or execution of Lessee's standard
non-disclosure agreement as Lessor hereby acknowledges the extremely
confidential nature of Lessee's business.

     21.19 ABOVE-GROUND STORAGE TANK(S). Lessee shall have the right to install
on the Premises, at locations reasonably approved by Lessor, one or more
above-ground storage tank(s) to supply fuel to a back-up generator. Lessee's
rights under this Section 21.19 shall be subject to the following terms and
provisions: (a) Lessor shall have the right to reasonably approve the size,
exact location, manner of installation and other specifications of the
above-ground storage tank(s); (b) the exercise of Lessee's rights under this
Section 21.19 shall be subject to Lessee's compliance with all applicable Laws
and acquisition of all approvals and permits required from applicable
governmental authorities; (c) the installation, maintenance, monitoring and
removal of the above-ground storage tank(s) shall be at Lessee's sole cost and
expense; (d) Lessee shall comply with all applicable Laws pertaining to the
operation, maintenance and monitoring of above-ground storage tanks, along with
any additional requirements imposed by Lessor in connection therewith, and shall
provide Lessor with evidence of such compliance in such form and at such times
as Lessor requires; (e) Lessee shall maintain and repair the above-ground
storage tank(s) in a first-class, safe condition, and shall be responsible for


                                      -23-
<PAGE>


all reporting, monitoring, clean-up and remediation activities and costs
pertaining to the storage tank(s) and materials stored therein or released
therefrom; and (f) Lessee shall furnish Lessor with copies of all approvals,
permits, notices and communications received from governmental authorities
concerning the above-ground storage tank(s). Lessee shall have no right to
install any underground storage tanks on the Premises.

     21.20 PLANS AND DRAWINGS. Upon written request, Lessee shall deliver to
Lessor copies of (i) scalable building and site plans of the Premises,
preferably AutoCAD compatible (ii) building profiles, and (iii) any and all
existing hazardous materials reports, wetland reports or audits of either, to
the extent in Lessee's possession or readily available to Lessee.

     21.21 LEASING COMMISSIONS. Lessor and Lessee each represent and warrant to
each other that they have had no dealings with any real estate broker or agent
in connection with the negotiation, execution or delivery of this Lease and that
they know of no real estate broker or agent who is entitled to a commission in
connection with this Lease. Lessor and Lessee agree to indemnify and defend the
other party against and hold the other party harmless from any and all claims,
demands, losses, liabilities, lawsuits, judgments, and costs and expenses
(including without limitation reasonable attorneys' fees) with respect to any
leasing commission or equivalent compensation alleged to be owing on account of
the indemnifying party's dealings with any real estate broker or agent. The
terms of this Section 21.21 shall survive the expiration or earlier termination
of this Lease.

     WITNESS the following signatures and seals the day and year first above
written:

                          LESSOR:

                          NG Land LLC,
                          a California limited liability company


                          By:       /s/ BARNEY NG
                             ---------------------------------------
                            Name:       Barney Ng
                                 -----------------------------------
                            Its:     Managing Partner
                                 -----------------------------------

                          By:
                             ---------------------------------------
                            Name:
                                  ----------------------------------
                            Its:
                                  ----------------------------------

                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      -24-


<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                          LESSEE:

                          eTOYS DISTRIBUTION, L.L.C.,
                          a Delaware limited liability company



                           By:       /s/ PETER M. JUZWIAK
                              --------------------------------------------------
                             Name:       Peter M. Juzwiak
                                  ----------------------------------------------
                             Its:  Assistant Secretary and Assistant Treasurer
                                  ----------------------------------------------



                           By:
                              --------------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Its:
                                  ----------------------------------------------


                                      -25-

<PAGE>




                                 ACKNOWLEDGEMENT


STATE OF                            )
                                    )   SS.
                                    )
COUNTY OF _______________



     On ____________________ before me, ______________________________,
personally appeared ____________________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

         WITNESS my hand and official seal.

                                      __________________________________________
                                                      NOTARY PUBLIC

                                      State of _________________________________



                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA               )
                                  )   SS.
                                  )
COUNTY OF _______________



On ____________________ before me, _______________________________, personally
appeared _____________________________________________________, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

     WITNESS my hand and official seal.

                                      __________________________________________
                                                      NOTARY PUBLIC
                                                   State of California


<PAGE>


                                   EXHIBIT "A"

                                 PLAT OF SURVEY



                                [ATTACHED HERETO]


<PAGE>

                                   EXHIBIT "B"

                                TOY LANE EASEMENT



     All that certain property sixty feet in width and .19 mile in length being
that portion of Toy Lane (State Road 1123) which was abandoned by Resolution No.
200-06-29 of the Board of Supervisors of Pittsylvania County, Virginia. Said
easement area begins at the terminus of the existing right of way of Toy Lane
(0.7 mile west of the intersection of Toy Lane with U. S. Highway No. 29) and
extends approximately .19 mile to the boundary line of the 163.08 acre tract as
shown on Plat of Survey For: eToys Distribution, L.L.C., dated June 14, 2000,
last revised September 18, 2000, made by Dewberry and Davis, a copy of which is
to be recorded contemporaneously herewith.





<PAGE>



                                   EXHIBIT "C"

                            NON-DISTURBANCE AGREEMENT


RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:

Greenwald, Pauly, Foster & Miller
1299 Ocean Avenue, Suite 400
Santa Monica, California 90401

Attn:  Richard L. Miller, Esq.


--------------------------------------------------------------------------------

                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT


     This SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"AGREEMENT") is made and entered into as of the 26th day of September, 2000, by,
between and among NG LAND LLC, a California limited liability company
("Lessor"), whose address is 201 Lafayette Circle, Lafayette, California 94549,
eTOYS DISTRIBUTION, L.L.C., a Delaware limited liability company ("Lessee"),
whose address is 3100 Ocean Park Boulevard, Suite 300, Santa Monica, California
90405 and RE LOAN.TOYS LLC, a California limited liability company ("Lender"),
whose address for the purposes of this Agreement is 201 Lafayette Circle,
Lafayette, California 94549, Attention: Walter Ng.

                                 R E C I T A L S

     WHEREAS, Lessee is the Lessee under that certain Deed of Lease dated on or
about September 26, 2000 (the "Lease") by and between Lessor and Lessee,
pertaining to and covering property located on Toy Lane (State Road 1123),
Blairs, Virginia 24527 as described in the Lease (the "Leased Premises")and more
particularly described on Exhibit "A" attached hereto and made a part hereof;
and

     WHEREAS, Lender is the holder of a note in the original principal amount of
FOURTEEN MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S. $14,500,000.00)
executed by Lessor, as maker (the "NOTE"), secured by that certain Deed of Trust
dated September 26, 2000 in favor of Lender and recorded in the Clerk's Office
of the Circuit Court of Pittsylvania County, Virginia in Deed Book ____ at page
____ (the "Deed of Trust") encumbering the Leased Premises; and


                                      -1-
<PAGE>


     WHEREAS, the parties hereto desire expressly to subordinate the Lease to
Lender's interest under the Deed of Trust; and

     WHEREAS, Lessee desires that, subject to the conditions and limitations
stated below, Lender consent to the Lease and recognize Lessee's rights under
the Lease in the event that Lender (or any Successor Lessor, as defined below)
succeeds to the interest of Lessor under the Lease, and in consideration
therefor, Lessee is willing to agree to attorn to Lender (or any Successor
Lessor) in the event that Lender (or any Successor Lessor) succeeds to the
interest of Lessor under the Lease.

     NOW THEREFORE, in consideration of the mutual promises herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Lessor, Lessee and Lender covenant and agree as
follows:

     1. The Lease and all extensions, modifications, replacements and renewals
thereof are hereby made, and shall remain subject and subordinate to the Deed of
Trust and the rights of Lender thereunder.

     2. Notwithstanding the fact that the Lease is subordinate to the Deed of
Trust as stated above, in the event that Lender or any other party succeeds to
the rights of Lessor under the Lease (collectively, a "Successor Lessor"),
whether through foreclosure, the acceptance of a deed in lieu of foreclosure or
any possession, surrender, assignment, judicial action or any other action taken
by Lender, then Lessee agrees that it shall attorn to, be liable to and
recognize Successor Lessor as the lessor under the Lease for the unexpired
balance of the term of the Lease (and any extensions, if exercised) upon and
subject to all the terms and conditions of this Agreement and of the Lease and
any modifications or amendments specified herein or hereafter approved by
Lender, with the same force and effect as if the Successor Lessor was the
original lessor under the Lease, and Lessee waives provisions of any statute or
rule of law giving it the right to elect to terminate the Lease. Such attornment
shall be self-operative without the execution of any further documents; however,
at the Successor Lessor's request, Lessee agrees to execute any commercially
reasonable instruments to confirm the foregoing provisions, including a new
lease directly with the Successor Lessor.

     3. So long as Lessee is not in default beyond all applicable notice and
cure periods set forth in the Lease, Lessee shall not be joined as an adverse
party defendant in any action or proceeding which may be instituted or commenced
by Lender to foreclose or enforce the Deed of Trust (unless Lender is legally
required to so join Lessee to protect Lender's ability to foreclose against
Lessor), Lessee shall not be evicted from the Leased Premises, nor shall any of
Lessee's rights under the Lease, including but not limited to the right to use
and possession and the "Purchase Obligation," as that term is defined therein,
be affected in any way by reason of being subordinate to the Deed of Trust, and
Lessee's leasehold estate under the Lease shall not be terminated or disturbed
during the term of the Lease by reason of any default under the Deed of Trust
and the Successor Lessor shall


                                      -2-
<PAGE>

assume all of the obligations of Lessor under the Lease. Notwithstanding the
foregoing, Successor Lessor shall not be:

                  (a)      liable for any action or omission of Lessor;

                  (b)      subject to any offsets or defenses which Lessee may
                           have against any prior lessor, including Lessor,
                           except for offsets specifically provided for in the
                           Lease;

                  (c)      bound by any rent or additional rent paid by Lessee
                           to any prior lessor, including Lessor, more than
                           thirty (30) days in advance; and

                  (d)      bound by any modifications or amendments of the Lease
                           made after the date hereof without Lender's prior
                           written consent, which consent shall not be
                           unreasonably withheld or delayed. Notwithstanding the
                           foregoing, Lender's consent shall not be required for
                           any amendment or modification to the Lease to
                           evidence or implement Lessee's exercise of any of its
                           rights under the Lease made in good faith by Lessor
                           and Lessee (including contraction, expansion and
                           renewal rights) in accordance with the terms of the
                           Lease, and the Successor Lessor shall be bound
                           thereby.

     4. Lessee shall not pay an installment of rent or any part thereof more
than thirty (30) days in advance or make any offset or claim against rents.

     5. Lessee agrees to give to Lender by registered or certified mail, return
receipt requested at the address set forth above, a copy of any notice or
statement served upon Lessor at the same time as such notice is sent to Lessor,
and whenever any such notice or statement alleges a default by or on the part of
the Lessor (or Successor Lessor) under the terms of the Lease, Lender shall have
the right (but not the obligation) to cure any default of Lessor (or Successor
Lessor). Lessee further agrees that if Lessor shall have failed to cure such
default within the time provided for in the Lease, then the Lender, if it elects
to cure such default, shall have an additional (30) days within which to cure
such default or if such default cannot be cured within that time, then such
additional time as may be necessary.

     6. Lessor agrees that the rentals payable under the Lease shall, at
Lender's demand, be paid directly by Lessee to Lender upon the occurrence of a
default by Lessor under the Deed of Trust. Accordingly, after notice is given by
Lender to Lessee that the rentals under the Lease shall be paid to Lender,
Lessee shall pay to Lender (or otherwise in accordance with the directions of
Lender) all rentals and other monies due and to become due to Lessor under the
Lease. Lessee shall have no responsibility to ascertain whether such demand by
Lender is authorized, and any such payment to Lender shall discharge the
obligations of Lessee to make such payment to Lessor.


                                      -3-

<PAGE>


     7. This Agreement shall inure to the benefit of, and shall be binding upon
Lessee, Lessor and Lender and each of their respective heirs, personal
representatives, successors and assigns. In the event that any one or more of
the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any of the provisions of this Agreement, but
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision was not contained herein. This Agreement shall be governed by and
construed according to the internal laws of the Commonwealth of Virginia without
resort to choice of law principles.

     8. No modification, amendment, waiver or release of any provision of this
Agreement or any right, obligation, claim or cause of action arising thereunder
shall be valid or binding for any purpose whatsoever unless in writing and duly
executed by the party against whom the same is sought to be asserted.

     9. Nothing contained in this Agreement shall be deemed to amend, modify or
otherwise limit the provisions of the Deed of Trust, which shall remain in full
force and effect. The parties hereto agree that any inconsistency between this
Agreement and the Lease shall be governed by this Agreement.

     10. This Agreement may be executed in counterparts, all of which when taken
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed in manner and form sufficient to bind them, as of the day and year
first above written.

                                    LESSOR:

                                    NG LAND LLC,
                                    a California limited liability company


                                    By:     _______________________________
                                            Name:    _________________________
                                            Its:     _________________________


                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      -4-


<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]


                                    LESSEE:

                                    eTOYS DISTRIBUTION, L.L.C.,
                                    a Delaware limited liability company


                                    By:     ______________________________
                                            Name:    ________________________
                                            Its:     ________________________



                                    LENDER:

                                    RE Loan.Toys LLC,
                                    a California limited liability company



                                    By:     ______________________________
                                    Name:   ______________________________
                                    Its:    ______________________________



                                      -5-

<PAGE>


                                   EXHIBIT "A"
                                       to
                                   EXHIBIT "C"

                                 LEASED PREMISES
                               (LEGAL DESCRIPTION)


ALL that certain parcel of land situate in Blairs Magisterial District,
Pittsylvania County, Virginia, containing 163.018 acres and located on Toy Lane
(State Road No. 1123), all as more particularly shown on Plat of Survey For:
eToys Distribution, L.L.C., dated June 14, 2000, last revised September 18,
2000, made by Dewberry & Davis, Inc. (File No. V 2224 B) to be recorded in the
Clerk's Office of the Circuit Court of Pittsylvania County, Virginia (the
"Clerk's Office"); and being, in fact, a part of the same property conveyed to
East Bowles, L.L.C., a Virginia limited liability company, from William H.
Rogers, Jr., and Judith R. Rogers, husband and wife, by deed dated October 16,
1996, recorded in the Clerk's Office in Deed Book 1057, at page 548.



                                      -1-

<PAGE>


                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA            )
                               )   SS.
COUNTY OF _______________      )


     On ____________________ before me, ________________________, personally
appeared ___________________________________, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

                                         _______________________________________
                                                      NOTARY PUBLIC
                                                   State of California



                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA                   )
                                      )   SS.
COUNTY OF _______________             )


     On ________________ before me, ___________________________, personally
appeared ________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.


                                         _______________________________________
                                                      NOTARY PUBLIC
                                                   State of California


<PAGE>


                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA                 )
                                    )   SS.
COUNTY OF _______________           )


     On ___________________ before me, _________________________, personally
appeared __________________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

                                         _______________________________________
                                                      NOTARY PUBLIC
                                                   State of California

<PAGE>


                                   EXHIBIT "D"

                           MEMORANDUM OF DEED OF LEASE
                       AND OPTION TO PURCHASE REAL ESTATE


     THIS MEMORANDUM OF DEED OF LEASE AND OPTION TO PURCHASE REAL ESTATE
("Memorandum") made this 26th day of September, 2000 by and between NG LAND LLC,
a California limited liability company ("Lessor") and eTOYS DISTRIBUTION,
L.L.C., a Delaware limited liability company ("Lessee").

                                   WITNESSETH

     WHEREAS, Lessor and Lessee have entered into a certain Deed of Lease dated
September 26, 2000 (the "Lease") demising certain land and improvements more
particularly described therein (the "Premises"); and

     WHEREAS, pursuant to the Lease, Lessee possesses an option to purchase the
Premises ("Option") at a later date pursuant to the terms more particularly
described therein; and

     WHEREAS, Lessor and Lessee desire by this Memorandum to provide notice of
the Lease and the Option under the Lease to purchase the Premises at a later
date.

     NOW, THEREFORE, in consideration of the premises, and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Lessor and Lessee do hereby publish and declare as follows:

     1. LEASE

                  (a) Name and Address of Lessor:

                           NG Land LLC
                           201 Lafayette Circle
                           Lafayette, California  94549
                           Attention:  Mr. Barney Ng


                  (b) Name and Address of Lessee:

                           eToys Distribution, L.L.C.
                           3100 Ocean Park Boulevard, Suite 300
                           Santa Monica, California 90405
                           Attention:  General Counsel


                  (c) Date of Lease:  September 26, 2000


                                      -1-

<PAGE>

                  (d) Description of Premises:


                      ALL that certain parcel of land situate in Blairs
                      Magisterial District, Pittsylvania County, Virginia,
                      containing 163.018 acres and located on Toy Lane (State
                      Road No. 1123), all as more particularly shown on Plat of
                      Survey For: eToys Distribution, L.L.C., dated June 14,
                      2000, last revised September 18, 2000, made by Dewberry &
                      Davis, Inc. (File No. V 2224 B) to be recorded in the
                      Clerk's Office of the Circuit Court of Pittsylvania
                      County, Virginia (the "Clerk's Office"); and being, in
                      fact, a part of the same property conveyed to East Bowles,
                      L.L.C., a Virginia limited liability company, from William
                      H. Rogers, Jr., and Judith R. Rogers, husband and wife, by
                      deed dated October 16, 1996, recorded in the Clerk's
                      Office in Deed Book 1057, at page 548;

                      together with a non-exclusive easement over the
                      single-shaded area shown and being known and designated as
                      Exhibit C Detail containing 0.063 acres, plus or minus, on
                      that certain Play of Survey for eToys Distribution,
                      L.L.C., dated June 14, 2000 last and revised September 18,
                      2000 prepared by Dewberry and Davis, Inc., Registered Land
                      Surveyor, said Plat to be recorded in the Clerk's Office
                      of the Circuit Court of Pittsylvania County, Virginia; and

                      together with a non-exclusive easement over the area
                      described on Exhibit "A" for the benefit of the Premises
                      for ingress to and egress from the Premises.


                  (e) Term of Lease:


                      The term of the Lease shall be five (5) years, commencing
                      on the date that Lessor acquires title to the Premises
                      (the "Commencement Date") and terminating on the date
                      which is one day prior to the fifth (5th) anniversary of
                      the date Lessor funded $13,000,000.00 into the escrow
                      created to handle Lessor's acquisition of the Premises
                      ("Expiration Date").

     2. OPTION TO PURCHASE THE PREMISES


                  (a) Name and Address of Grantor:

                           NG Land LLC
                           201 Lafayette Circle
                           Lafayette, California  94549
                           Attention:  Mr. Barney Ng


                                      -2-
<PAGE>


                  (b) Name and Address of Optionee:


                            eToys Distribution, L.L.C..
                            3100 Ocean Park Boulevard, Suite 300
                            Santa Monica, California  90405
                            Attention:  General Counsel


                  (c) Date of Option:  On the Expiration Date



                  (d) Description of Premises:


                            See Paragraph 1(d) above


                  (e) Option Purchase Price:


                            Fourteen Million Five Hundred Thousand Dollars
                            ($14,500,000.00), plus amounts as described in
                            Section 20.1 of the Lease.


                  (f) Term of Option:


                            Lessee may accelerate the Option upon sixty (60)
days prior notice.

     IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be
signed and acknowledged as their acts and deeds as of the day and year first
above written.

                                LESSOR:

                                NG LAND LLC,
                                a California limited liability company



                                By:_____________________________________________

                                     Name: _____________________________________
                                     Title: ____________________________________


                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      -3-

<PAGE>


                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]

                                    LESSEE:

                                    eTOYS DISTRIBUTION, L.L.C.,
                                    a Delaware limited liability company



                                    By: ________________________________________
                                        Name: __________________________________
                                        Title: _________________________________



                                      -4-

<PAGE>




                                 ACKNOWLEDGEMENT


STATE OF                                           )
                                                   )   SS.
COUNTY OF _______________                          )


     On _________________ before me, _____________________________,
personally appeared ________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

                                          -----------------------------------
                                                        NOTARY PUBLIC


                                 My Commission Expires: ________________________


                                 ACKNOWLEDGEMENT


STATE OF                                           )
                                                   )   SS.
COUNTY OF _______________                          )


     On ___________________ before me, ________________________________,
personally appeared ________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.

                                           _____________________________________
                                                        NOTARY PUBLIC


                                 My Commission Expires: ______________________


<PAGE>



                                   EXHIBIT "A"
                                 TO EXHIBIT "D"

                                TOY LANE EASEMENT


     All that certain property sixty feet in width and .19 mile in length being
that portion of Toy Lane (State Road 1123) which was abandoned by Resolution No.
200-06-29 of the Board of Supervisors of Pittsylvania County, Virginia. Said
easement area begins at the terminus of the existing right of way of Toy Lane
(0.7 mile west of the intersection of Toy Lane with U. S. Highway No. 29) and
extends approximately .19 mile to the boundary line of the 163.08 acre tract as
shown on Plat of Survey For: eToys Distribution, L.L.C., dated June 14, 2000,
last revised September 18, 2000, made by Dewberry and Davis, a copy of which is
to be recorded contemporaneously herewith.




<PAGE>



                                                     Taxpayer Identification No.
                                                                  Part 125-A-53B


                                   EXHIBIT "E"

                              GENERAL WARRANTY DEED



eTOYS DISTRIBUTION, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY

FROM:   DEED

NG LAND LLC,
A CALIFORNIA LIMITED LIABILITY COMPANY

     THIS DEED, made and executed as of the ___ day of ___________, _____, by
and between NG LAND LLC, a California limited liability company, grantor and
party of the first part, and eTOYS DISTRIBUTION, L.L.C., a Delaware limited
liability company, grantee and party of the second part:

     WITNESSETH: That for and in consideration of the sum of Ten Dollars
($10.00) cash in hand paid by the party of the second part to the party of the
first part and other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, the said party of the first
part does hereby bargain, sell, grant and convey, in fee simple, with general
warranty of title, unto the party of the second part, the following, to-wit:

     ALL that certain parcel of land situate in Blairs Magisterial District,
     Pittsylvania County, Virginia, containing 163.018 acres and located on Toy
     Lane (State Road No. 1123), all as more particularly shown on Plat of
     Survey For: eToys Distribution, L.L.C., dated June 14, 2000, last revised
     September 18, 2000, made by Dewberry & Davis, Inc. (File No. V 2224 B) to
     be recorded in the Clerk's Office of the Circuit Court of Pittsylvania
     County, Virginia (the "Clerk's Office");

<PAGE>



     and being, in fact, a part of the same property conveyed to East Bowles,
     L.L.C., a Virginia limited liability company, from William H. Rogers, Jr.,
     and Judith R. Rogers, husband and wife, by deed dated October 16, 1996,
     recorded in the Clerk's Office in Deed Book 1057, at page 548.

     together with a non-exclusive joint use sewer easement over the
     single-shaded area shown and being known and designated as Exhibit C Detail
     containing 0.063 acres, plus or minus, on that certain Plat of Survey for
     eToys Distribution, L.L.C., dated June 14, 2000 prepared by Dewberry and
     Davis, Inc., Registered Land Surveyor, attached hereto as Exhibit "A," said
     Plat to be recorded in the Clerk's Office of the Circuit Court of
     Pittsylvania County, Virginia on the Settlement Date; and

     together with a non-exclusive easement over the area described on Exhibit
     "B" for the benefit of the Property for ingress to and egress from the
     Property ("Toy Lane Easement"). Seller and Purchaser acknowledge and agree
     that the Toy Lane Easement shall cease and be of no further force or effect
     upon the re-dedication of the Toy Lane Easement area to the State of
     Virginia for roadway purposes at the expiration or earlier termination of
     that certain Deed of Lease dated May 10, 1999, by and between Seller and
     eToys Inc., as such may have heretofore or hereafter be amended from time
     to time ("Lease").

     The property herein described is being conveyed subject to ________________
_________________________________________________________ [Permitted


<PAGE>

Exceptions]. Specific reference is hereby made to the aforesaid deed and plat
for a more particular description of the property herein conveyed.

     IN WITNESS WHEREOF, the parties hereto have caused these presents to be
duly executed the day and year first above written.

                     GRANTOR:

                     NG LAND LLC, a California limited liability company


                     BY:_______________________________________
                        Its: __________________________________


____________________________________
Secretary



<PAGE>


                                 ACKNOWLEDGEMENT


STATE OF CALIFORNIA                                )
                                                   )   SS.
COUNTY OF _______________                          )


     On ___________________ before me, _______________________________,
personally appeared ______________________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.

     WITNESS my hand and official seal.



                                          -----------------------------------
                                                       NOTARY PUBLIC
                                                     State of California

================================================================================
ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could
prevent fraudulent attachment of this certificate to another document.

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT.



Title of Document Type:____________________________
Number of Pages:_____ Date of Document:____________
Signer(s) Other Than Named Above:
___________________________________________________


<PAGE>

                                   EXHIBIT "A"
                                       TO
                                   EXHIBIT "E"

                                 PLAT OF SURVEY



                                [ATTACHED HERETO]




<PAGE>


                                   EXHIBIT "B"
                                       TO
                                   EXHIBIT "E"

                                TOY LANE EASEMENT



     All that certain property sixty feet in width and .19 mile in length being
that portion of Toy Lane (State Road 1123) which was abandoned by Resolution No.
200-06-29 of the Board of Supervisors of Pittsylvania County, Virginia. Said
easement area begins at the terminus of the existing right of way of Toy Lane
(0.7 mile west of the intersection of Toy Lane with U. S. Highway No. 29) and
extends approximately .19 mile to the boundary line of the 163.08 acre tract as
shown on Plat of Survey For: eToys Distribution, L.L.C., dated June 14, 2000,
last revised September 18, 2000, made by Dewberry and Davis, a copy of which is
to be recorded contemporaneously herewith.